SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement (this "Agreement"), dated as of March 30,

2005, by and among Provectus Pharmaceuticals, Inc., a Nevada corporation, with

headquarters located at 7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee

(the "Company"), and each of the purchasers set forth on the signature pages

hereto (the "Buyers").

WHEREAS, the Company and the Buyers are executing and delivering this

Agreement in reliance upon the exemption from securities registration afforded

by the rules and regulations as promulgated by the United States Securities and

Exchange Commission (the "SEC") under the Securities Act of 1933, as amended

(the "1933 Act");

WHEREAS, the Buyers desire to purchase and the Company desires to issue and

sell, upon the terms and conditions set forth in this Agreement (i) senior

secured convertible debentures of the Company, in the form attached hereto as

Exhibit "A", in the aggregate principal amount as set forth on the signature

pages hereto (together with any debenture(s) issued in replacement thereof or as

a dividend thereon or otherwise with respect thereto in accordance with the

terms thereof, the "Debentures"), convertible into shares of common stock,

$0.001 par value per share, of the Company (the "Common Stock"), upon the terms

and subject to the limitations and conditions set forth in such Debentures, (ii)

warrants, in the form attached hereto as Exhibit "B-1" to purchase shares of

Common Stock (the "Class A Warrants"), and (iii) warrants, in the form attached

hereto as Exhibit "B-2" to purchase shares of Common Stock (the "Class B

Warrants", which, along with the Class A Warrants are collectively referred to

herein as the "Warrants");

WHEREAS, each Buyer wishes to purchase, upon the terms and conditions

stated in this Agreement, such principal amount of Debentures and number of

Warrants as is set forth immediately below its name on the signature pages

hereto;

WHEREAS, contemporaneous with the execution and delivery of this Agreement,

the parties hereto are executing and delivering a Registration Rights Agreement,

in the form attached hereto as Exhibit "C" (the "Registration Rights

Agreement"), pursuant to which the Company has agreed to provide certain

registration rights under the 1933 Act and the rules and regulations promulgated

thereunder and applicable state securities laws;

WHEREAS, contemporaneous with the execution and delivery of this Agreement,

the parties hereto are executing and delivering a Security Agreement, in the

form attached hereto as Exhibit "D" (the "Security Agreement") pursuant to which

the Company has agreed to grant a security interest in the assets of the Company

to secure the obligations of the Company to the Buyers;

WHEREAS, contemporaneous with the execution and delivery of this Agreement,

each of Xantech Pharmaceuticals, Inc., a Tennessee corporation, Pure-ific

Corporation, a Nevada corporation, Provectus Biotech, Inc., a Tennessee

corporation, Provectus Devicetech, Inc., a Tennessee corporation and Provectus

Pharmatech, Inc., a Tennessee corporation, (each a "Company Subsidiary" and

collectively the "Company Subsidiaries") each a wholly-owned Subsidiary (as

defined herein) of the Company, is executing and delivering a Guaranty

Agreement, in the form attached hereto as Exhibit "E" (the "Guaranty

Agreement"), guaranteeing the obligations of the Company to the Buyers; and

WHEREAS, contemporaneous with the execution and delivery of this Agreement,

each Company Subsidiary and the Buyers are executing and delivering a Security

Agreement, in the form attached hereto as Exhibit "F" (the "Subsidiary Security

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Agreement"), pursuant to which the Company Subsidiary has agreed to grant a

security interest in the assets of the Company Subsidiary to secure the

obligations of the Company Subsidiary to the Buyers.

NOW THEREFORE, the Company and each of the Buyers severally (and not

jointly) hereby agree as follows:

1. Purchase and Sale of Debentures and Warrants.

a. Purchase of Debentures and Warrants. Subject to the terms and conditions

of this Agreement, on the Closing Date (as defined below), the Company shall

issue and sell to each Buyer and each Buyer severally agrees to purchase from

the Company such principal amount of Debentures and Warrants to purchase such

number of shares of Common Stock as is set forth immediately below such Buyer's

name on the signature pages hereto.

b. Form of Payment. On the Closing Date, (i) each Buyer shall pay the

purchase price for the Debentures and the Warrants to be issued and sold to it

at the Closing (as defined below) (the "Purchase Price") by wire transfer of

immediately available funds to the Company, in accordance with the Company's

written wiring instructions, against delivery of the Debentures in the principal

amount equal to the Purchase Price and the number of Warrants as is set forth

immediately below such Buyer's name on the signature pages hereto, and (ii) the

Company shall deliver such Debentures and Warrants duly executed on behalf of

the Company, to such Buyer, against delivery of such Purchase Price.

c. Closing Date. Subject to the satisfaction (or written waiver) of the

conditions thereto set forth in Sections 5 and 6 below, the date and time of the

issuance and sale of the Debentures and the Warrants pursuant to Section 1(a) of

this Agreement (the "Closing Date") shall be simultaneous with the execution and

delivery of this Agreement by the parties, or such other mutually agreed upon

time. The closing of the transactions contemplated by Section 1(a) of this

Agreement (the "Closing") shall occur on the Closing Date at such location as

may be agreed to by the parties.

2. Representations and Warranties of Each Buyer. Each Buyer severally (and

not jointly) represents and warrants to the Company solely as to such Buyer

that:

a. Investment Purpose. As of the date hereof and the Closing Date the Buyer

is purchasing the Debentures and the shares of Common Stock issuable upon

conversion of or otherwise pursuant to the Debentures pursuant to this Agreement

(the "Conversion Shares") and the Warrants and the shares of Common Stock

issuable upon exercise thereof (the "Warrant Shares" and, collectively with the

Debentures, Warrants and Conversion Shares, the "Securities") for its own

account and not with a present view towards the public sale or distribution

thereof, except pursuant to sales registered or exempted from registration under

the 1933 Act; provided, however, that by making the representations herein, the

Buyer does not agree to hold any of the Securities for any minimum or other

specific term and reserves the right to dispose of the Securities at any time in

accordance with or pursuant to a registration statement or an exemption under

the 1933 Act.

b. Accredited Investor Status. The Buyer is an "accredited investor" as

that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").

c. Reliance on Exemptions. The Buyer understands that the Securities are

being offered and sold to it in reliance upon specific exemptions from the

registration requirements of United States federal and state securities laws and

that the Company is relying upon the truth and accuracy of, and the Buyer's

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compliance with, the representations, warranties, agreements, acknowledgments

and understandings of the Buyer set forth herein in order to determine the

availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

d. Information. The Buyer and its advisors, if any, have been furnished

with all information relating to the business, finances and operations of the

Company and information relating to the offer and sale of the Securities which

have been requested by the Buyer or its advisors; provided, however, that the

Buyer is relying on the Company's representation that all such information which

would otherwise constitute material nonpublic information has been disclosed to

the public prior to or promptly following such disclosure to the Buyer. Neither

such inquiries nor any other due diligence investigation conducted by the Buyer

or any of its advisors or representatives shall modify, amend or affect the

Buyer's right to rely on the Company's representations and warranties contained

in Section 3 below. The Buyer understands that its investment in the Securities

involves a significant degree of risk.

e. Governmental Review. The Buyer understands that no United States federal

or state agency or any other government or governmental agency has passed upon

or made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale. The Buyer understands that except as provided in

the Registration Rights Agreement, the sale or re-sale of the Securities has not

been and is not being registered under the 1933 Act or any applicable state

securities laws, and the Securities may not be transferred unless (i) the

Securities are sold pursuant to an effective registration statement under the

1933 Act, (ii) the Buyer shall have delivered to the Company an opinion of

counsel that shall be in form, substance and scope customary for opinions of

counsel in comparable transactions to the effect that the Securities to be sold

or transferred may be sold or transferred pursuant to an exemption from such

registration, which opinion shall be reasonably acceptable to the Company, (iii)

the Securities are sold or transferred to an "affiliate" (as defined in Rule 144

promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer

who agrees to sell or otherwise transfer the Securities only in accordance with

this Section 2(f) and who is an Accredited Investor, (iv) the Securities are

sold pursuant to Rule 144, or (v) the Securities are sold pursuant to Regulation

S under the 1933 Act (or a successor rule) ("Regulation S"). Notwithstanding the

foregoing or anything else contained herein to the contrary, the Securities may

be pledged as collateral in connection with a bona fide margin account or other

lending arrangement.

g. Legends. The Buyer understands that the Debentures and the Warrants

shall bear a restrictive legend in the form as set forth on Exhibit "A" and

Exhibits "B-1" and "B-2", respectively. The Buyer understands that, until such

time as the resale of the Conversion Shares and the Warrant Shares have been

registered under the 1933 Act as contemplated by the Registration Rights

Agreement or otherwise may be sold pursuant to Rule 144 or Regulation S without

any restriction as to the number of securities as of a particular date that can

then be immediately sold, the Conversion Shares and the Warrant Shares may bear

a restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of the certificates evidencing such

Securities):

"Neither the offer nor sale of the securities represented by this

certificate has been registered under the Securities Act of 1933, as

amended, (the "Act"). The securities may not be sold, transferred or

assigned in the absence of an effective registration statement for the

securities under the Act, or an opinion of counsel, in form, substance and

scope customary for opinions of counsel in comparable transactions, that

registration is not required under the Act or unless sold pursuant to Rule

144 or Regulation S under the Act."

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h. Authorization; Enforcement. This Agreement has been duly and validly

authorized by, and duly executed and delivered on behalf of, the Buyer, and this

Agreement constitutes the valid and binding agreement of the Buyer enforceable

in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth

immediately below such Buyer's name on the signature pages hereto.

3. Representations and Warranties of the Company. Except as set forth in

the Company's Disclosure Schedule annexed hereto, the Company represents and

warrants to each Buyer that:

a. Organization and Qualification. The Company and each of its Subsidiaries

(as defined below), if any, is a corporation or other entity duly organized,

validly existing and in good standing under the laws of the jurisdiction in

which it is incorporated or organized, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its

business as and where now owned, leased, used, operated and conducted. The

Company and each of its Subsidiaries is duly qualified as a foreign corporation

to do business and is in good standing in every jurisdiction in which its

ownership or use of property or the nature of the business conducted by it makes

such qualification necessary except where the failure to be so qualified or in

good standing would not have a Material Adverse Effect. "Material Adverse

Effect" means any material adverse effect on the business, operations, assets,

financial condition or prospects of the Company or its Subsidiaries, if any,

taken as a whole, or on the transactions contemplated hereby or by the

agreements or instruments to be entered into in connection herewith.

"Subsidiaries" means any corporation or other organization, whether incorporated

or unincorporated, in which the Company owns, directly or indirectly, a majority

of the equity or other ownership interest.

b. Authorization; Enforcement.

(i) The Company has all requisite corporate power and authority to enter

into and perform this Agreement, the Registration Rights Agreement, the

Debentures, the Warrants and the Security Agreement and to consummate the

transactions contemplated hereby and thereby and to issue the Securities, in

accordance with the terms hereof and thereof. The execution and delivery of this

Agreement, the Registration Rights Agreement, the Debentures, the Warrants and

the Security Agreement by the Company and the consummation by it of the

transactions contemplated hereby and thereby (including without limitation, the

issuance of the Debentures and the Warrants and the issuance and reservation for

issuance of the Conversion Shares and Warrant Shares issuable upon conversion or

exercise thereof) have been duly authorized by the Company's Board of Directors

and no further consent or authorization of the Company, its Board of Directors,

or its stockholders is required. This Agreement has been duly executed and

delivered by the Company by its authorized representative, and such authorized

representative is the true and official representative with authority to sign

this Agreement and the other documents executed in connection herewith and bind

the Company accordingly. This Agreement constitutes, and upon execution and

delivery by the Company of the Registration Rights Agreement, the Debentures,

the Warrants and the Security Agreement each of such instruments will

constitute, a legal, valid and binding obligation of the Company enforceable

against the Company in accordance with its terms.

(ii) Each Company Subsidiary has all requisite corporate power and

authority to enter into and perform the Guaranty Agreement and the Subsidiary

Security Agreement, and to consummate the transactions contemplated hereby and

thereby. The execution and delivery of the Guaranty Agreement and the Subsidiary

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Security Agreement by each Company Subsidiary and the consummation by it of the

transactions contemplated thereby have been duly authorized by such Company

Subsidiary's Board of Directors and no further consent or authorization of such

Company Subsidiary, its Board of Directors, or its stockholders is required.

This Agreement has been duly executed and delivered by each Company Subsidiary

by its authorized representative, and such authorized representative is the true

and official representative with authority to sign this Agreement and the other

documents executed in connection herewith and bind the Company Subsidiary

accordingly. This Agreement constitutes, and upon execution and delivery by a

Company Subsidiary of the Guaranty Agreement and the Subsidiary Security

Agreement, will constitute, a legal, valid and binding obligation of such

Company Subsidiary enforceable against such Company Subsidiary in accordance

with its terms.

c. Capitalization. The authorized capital stock of the Company is set forth

in the Company's Disclosure Schedule. The number of shares of Common Stock

issued and outstanding and the number of shares reserved for issuance pursuant

to securities (other than the Debentures and the Warrants) exercisable for, or

convertible into or exchangeable for shares of Common Stock are set forth in the

Company's Disclosure Schedule. The classes and series of preferred stock

designated and the number of such shares issued and outstanding are set forth in

the Company's Disclosure Schedule. All of such outstanding shares of capital

stock are, or upon issuance will be, duly authorized, validly issued, fully paid

and nonassessable. No shares of capital stock of the Company are subject to

preemptive rights or any other similar rights of the shareholders of the Company

or any liens or encumbrances imposed through the actions or failure to act of

the Company. As of the date of this Agreement, (i) there are no outstanding

options, warrants, scrip, rights to subscribe for, puts, calls, rights of first

refusal, agreements, understandings, claims or other commitments or rights of

any character whatsoever relating to, or securities or rights convertible into

or exchangeable for any shares of capital stock of the Company or any of its

Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is

or may become bound to issue additional shares of capital stock of the Company

or any of its Subsidiaries, (ii) there are no agreements or arrangements under

which the Company or any of its Subsidiaries is obligated to register the sale

of any of its or their securities under the 1933 Act (except the Registration

Rights Agreement) and (iii) there are no anti-dilution or price adjustment

provisions contained in any security issued by the Company (or in any agreement

providing rights to security holders) that will be triggered by the issuance of

the Debentures, the Warrants, the Conversion Shares or the Warrant Shares.

d. Issuance of Shares. The Conversion Shares and Warrant Shares are duly

authorized and reserved for issuance and, upon conversion of the Debentures and

exercise of the Warrants in accordance with their respective terms, will be

validly issued, fully paid and non-assessable, and free from all taxes, liens,

claims and encumbrances with respect to the issue thereof and shall not be

subject to preemptive rights or other similar rights of stockholders of the

Company and will not impose personal liability upon the holder thereof.

e. Acknowledgment of Dilution. The Company understands and acknowledges the

potentially dilutive effect to the Common Stock upon the issuance of the

Conversion Shares and Warrant Shares upon conversion of the Debentures or

exercise of the Warrants. The Company further acknowledges that its obligation

to issue Conversion Shares and Warrant Shares upon conversion of the Debentures

or exercise of the Warrants in accordance with this Agreement, the Debentures

and the Warrants is absolute and unconditional regardless of the dilutive effect

that such issuance may have on the ownership interests of other stockholders of

the Company.

f. No Conflicts. The execution, delivery and performance of this Agreement,

the Registration Rights Agreement, the Security Agreement, the Debentures and

the Warrants by the Company and the consummation by the Company of the

transactions contemplated hereby and thereby (including, without limitation, the

issuance and reservation for issuance of the Conversion Shares and Warrant

Shares), and the execution, delivery and performance of the Guaranty Agreement

and the Subsidiary Security Agreement by each Company Subsidiary and the

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consummation by each Company Subsidiary of the transactions contemplated

thereby, will not (i) conflict with or result in a violation of any provision of

the certificate of incorporation, as amended, (the "Certificate of

Incorporation") of the Company or any of its Subsidiaries or the by-laws, as

amended, (the "By-laws") of the Company or any of its Subsidiaries, or (ii)

violate or conflict with, or result in a breach of any provision of, or

constitute a default (or an event which with notice or lapse of time or both

could become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture, patent,

patent license or instrument to which the Company or any of its Subsidiaries is

a party, or (iii) result in a violation of any law, rule, regulation, order,

judgment or decree (including federal and state securities laws and regulations

and regulations of any self-regulatory organizations to which the Company or its

securities are subject) applicable to the Company or any of its Subsidiaries or

by which any property or asset of the Company or any of its Subsidiaries is

bound or affected (except for such conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not,

individually or in the aggregate, have a Material Adverse Effect). Neither the

Company nor any of its Subsidiaries is in violation of its Certificate of

Incorporation, By-laws or other organizational documents and neither the Company

nor any of its Subsidiaries is in default (and no event has occurred which with

notice or lapse of time or both could put the Company or any of its Subsidiaries

in default) under, and neither the Company nor any of its Subsidiaries has taken

any action or failed to take any action that would give to others any rights of

termination, amendment, acceleration or cancellation of, any agreement,

indenture or instrument to which the Company or any of its Subsidiaries is a

party or by which any property or assets of the Company or any of its

Subsidiaries is bound or affected, except for possible defaults as would not,

individually or in the aggregate, have a Material Adverse Effect. The businesses

of the Company and its Subsidiaries, if any, are not being conducted in

violation of any law, ordinance or regulation of any governmental entity

material to the business of the Company and its Subsidiaries. Except as

specifically contemplated by this Agreement and as required under the 1933 Act

and any applicable state securities laws, neither the Company nor any Company

Subsidiary is required to obtain any consent, authorization or order of, or make

any filing or registration with, any court, governmental agency, regulatory

agency, self regulatory organization or stock market or any third party in order

for (i) the Company to execute, deliver or perform any of its obligations under

this Agreement, the Registration Rights Agreement, the Security Agreement, the

Debentures or the Warrants in accordance with the terms hereof or thereof or to

issue and sell the Debentures and the Warrants in accordance with the terms

hereof and to issue the Conversion Shares upon conversion of the Debentures and

the Warrant Shares upon exercise of the Warrants, or (ii) any Company Subsidiary

to execute, deliver or perform the Guaranty or the Subsidiary Security Agreement

in accordance with the terms thereof. All consents, authorizations, orders,

filings and registrations which either the Company or any Company Subsidiary is

required to obtain pursuant to the preceding sentence have been obtained or

effected on or prior to the date hereof. The Company is not in violation of the

listing requirements of the Over-the-Counter Bulletin Board (the "OTCBB") and

does not reasonably anticipate that the Common Stock will be delisted by the

OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of

any facts or circumstances which might give rise to any of the foregoing.

g. SEC Documents; Financial Statements. The Company has timely filed all

reports, schedules, forms, statements and other documents required to be filed

by it with the SEC pursuant to the reporting requirements of the Securities

Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed

prior to the date hereof and all exhibits included therein and financial

statements and schedules thereto and documents (other than exhibits to such

documents) incorporated by reference therein, being hereinafter referred to

herein as the "SEC Documents"). The Company has made available to each Buyer

true and complete copies of the SEC Documents, except for such exhibits and

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incorporated documents. As of their respective dates, the SEC Documents complied

in all material respects with the requirements of the 1934 Act and the rules and

regulations of the SEC promulgated thereunder applicable to the SEC Documents,

and none of the SEC Documents, at the time they were filed with the SEC (when

read together with any subsequent amendments), contained any untrue statement of

a material fact or omitted to state a material fact required to be stated

therein or necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading. None of the statements

made in any such SEC Documents is, or has been, required to be amended or

updated under applicable law (except for such statements as have been amended or

updated in subsequent filings prior the date hereof). As of their respective

dates, the financial statements of the Company included in the SEC Documents

complied as to form in all material respects with applicable accounting

requirements and the published rules and regulations of the SEC with respect

thereto. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles, consistently applied, during

the periods involved (except (i) as may be otherwise indicated in such financial

statements or the notes thereto, or (ii) in the case of unaudited interim

statements, to the extent they may not include footnotes or may be condensed or

summary statements) and fairly present in all material respects the consolidated

financial position of the Company and its consolidated Subsidiaries as of the

dates thereof and the consolidated results of their operations and cash flows

for the periods then ended (subject, in the case of unaudited statements, to

normal year-end audit adjustments). Except as set forth in the financial

statements of the Company included in the SEC Documents, the Company has no

liabilities, contingent or otherwise, of the type customarily reflected on

financial statements and the notes thereto, other than (i) liabilities incurred

in the ordinary course of business subsequent to December 31, 2003 and (ii)

obligations under contracts and commitments incurred in the ordinary course of

business and not required under generally accepted accounting principles to be

reflected in such financial statements, which, individually or in the aggregate,

are not material to the financial condition or operating results of the Company.

h. Absence of Certain Changes. Since December 31, 2003, there has been no

material adverse change and no material adverse development in the assets,

liabilities, business, properties, operations, financial condition, results of

operations or prospects of the Company or any of its Subsidiaries.

i. Absence of Litigation. There is no action, suit, claim, proceeding,

inquiry or investigation before or by any court, public board, government

agency, self-regulatory organization or body pending or, to the knowledge of any

executive officer of the Company or any of its Subsidiaries, threatened against

or affecting the Company or any of its Subsidiaries, or their officers or

directors in their capacity as such, that could have a Material Adverse Effect.

The Company and its Subsidiaries are unaware of any facts or circumstances which

might give rise to any of the foregoing.

j. Patents, Copyrights, etc.

(i) The Company and each of its Subsidiaries owns or possesses the

requisite licenses or rights to use all patents, patent applications, patent

rights, inventions, know-how, trade secrets, trademarks, trademark applications,

service marks, service names, trade names and copyrights ("Intellectual

Property") necessary to enable it to conduct its business as now operated (and,

to the Company's knowledge, as presently contemplated to be operated in the

future); there is no claim or action by any person pertaining to, or proceeding

pending, or to the knowledge of any executive officer of the Company or any of

its Subsidiaries threatened, which challenges the right of the Company or of a

Subsidiary with respect to any Intellectual Property necessary to enable it to

conduct its business as now operated (and, to the knowledge of any executive

officer of the Company or any of its Subsidiaries, as presently contemplated to

be operated in the future); to the knowledge of any executive officer of the

Company or any of its Subsidiaries, neither the Company's nor its Subsidiaries'

current and intended products, services and processes infringe on any

Intellectual Property or other rights held by any person; and no executive

officer of the Company or any of its Subsidiaries has knowledge of any facts or

circumstances which might give rise to any of the foregoing.

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(ii) Neither the Company nor any of its Subsidiaries owns or possesses any

Copyrights, Patents, or Trademarks, each as defined herein. "Copyrights" shall

mean all copyrights, registrations and applications for registration, issued or

filed, including any reissues, extensions or renewals thereof, by or with the

United States Copyright Office or any similar office or agency of the United

States, any state thereof, or any other country or political subdivision

thereof, or otherwise, including, all rights in and to the material constituting

the subject matter thereof. "Patents" shall mean all letters patent of the

United States or any other country or any political subdivision thereof, and all

reissues and extensions thereof or all applications for letters patent of the

United States and all divisions, continuations and continuations-in-part thereof

or any other country or any political subdivision. "Trademarks" shall mean all

trademarks, trade names, corporate names, company names, business names,

fictitious business names, trade styles, service marks, logos and other source

or business identifiers, embodied in any registration or recording, or any

application in connection therewith, whether in the United States Patent and

Trademark Office or in any similar office or agency of the United States, any

state thereof or any other country or any political subdivision, thereof.

k. No Materially Adverse Contracts, Etc. Neither the Company nor any of its

Subsidiaries is subject to any charter, corporate or other legal restriction, or

any judgment, decree, order, rule or regulation which in the judgment of the

Company's officers has or is expected in the future to have a Material Adverse

Effect. Neither the Company nor any of its Subsidiaries is a party to any

contract or agreement which in the judgment of the Company's officers has or is

expected to have a Material Adverse Effect.

l. Tax Status. The Company and each of its Subsidiaries has made or filed

all federal, state and foreign income and all other tax returns, reports and

declarations required by any jurisdiction to which it is subject (unless and

only to the extent that the Company and each of its Subsidiaries has set aside

on its books provisions reasonably adequate for the payment of all unpaid and

unreported taxes) and has paid all taxes and other governmental assessments and

charges that are material in amount, shown or determined to be due on such

returns, reports and declarations, except those being contested in good faith

and has set aside on its books provisions reasonably adequate for the payment of

all taxes for periods subsequent to the periods to which such returns, reports

or declarations apply. There are no unpaid taxes in any material amount claimed

to be due by the taxing authority of any jurisdiction, and none of the executive

officers of the Company or any of its Subsidiaries know of any basis for any

such claim. Neither the Company nor any of its Subsidiaries has executed a

waiver with respect to the statute of limitations relating to the assessment or

collection of any foreign, federal, state or local tax. None of the Company's

tax returns is presently being audited by any taxing authority.

m. Certain Transactions. Except for arm's length transactions pursuant to

which the Company or any of its Subsidiaries makes payments in the ordinary

course of business upon terms no less favorable than the Company or any of its

Subsidiaries could obtain from third parties, none of the officers, directors,

or employees of the Company is presently a party to any transaction with the

Company or any of its Subsidiaries (other than for services as employees,

officers and directors), including any contract, agreement or other arrangement

providing for the furnishing of services to or by, providing for rental of real

or personal property to or from, or otherwise requiring payments to or from any

officer, director or such employee or, to the knowledge of any executive officer

of the Company or any of its Subsidiaries, any corporation, partnership, trust

or other entity in which any officer, director, or any such employee has a

substantial interest or is an officer, director, trustee or partner.

n. Permits; Compliance. The Company and each of its Subsidiaries is in

possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exemptions, consents, certificates, approvals and orders

necessary to own, lease and operate its properties and to carry on its business

as it is now being conducted (collectively, the "Company Permits"), and there is

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no action pending or, to the knowledge of any executive officer of the Company

or any of its Subsidiaries, threatened regarding suspension or cancellation of

any of the Company Permits. Neither the Company nor any of its Subsidiaries is

in conflict with, or in default or violation of, any of the Company Permits,

except for any such conflicts, defaults or violations which, individually or in

the aggregate, would not reasonably be expected to have a Material Adverse

Effect. Since December 31, 2003, neither the Company nor any of its Subsidiaries

has received any notification with respect to possible conflicts, defaults or

violations of applicable laws, except for notices relating to possible

conflicts, defaults or violations, which conflicts, defaults or violations would

not have a Material Adverse Effect.

o. Environmental Matters. There are, with respect to the Company or any of

its Subsidiaries, no past or present violations of Environmental Laws (as

defined below), releases of any material into the environment, actions,

activities, circumstances, conditions, events, incidents, or contractual

obligations which may give rise to any common law environmental liability or any

liability under the Comprehensive Environmental Response, Compensation and

Liability Act of 1980 or similar federal, state, local or foreign laws and

neither the Company nor any of its Subsidiaries has received any notice with

respect to any of the foregoing, nor is any action pending or, to the knowledge

of any executive officer of the Company or any of its Subsidiaries, threatened

in connection with any of the foregoing. The term "Environmental Laws" means all

federal, state, local or foreign laws relating to pollution or protection of

human health or the environment (including, without limitation, ambient air,

surface water, groundwater, land surface or subsurface strata), including,

without limitation, laws rela